Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 2, 2023, Terren S. Peizer resigned as a member of the Board of
Directors, as Chairman of the Board, as Executive Chairman, and as Chief
Executive Officer of Ontrak, Inc. (the "Company"), effective immediately. Mr.
Peizer explained that his resignation was for the good of the Company and to
minimize any distraction from the important work that the Company does.
Effective March 3, 2023, the Company's Board of Directors appointed Brandon H.
LaVerne, age 51, as Interim Chief Executive Officer of the Company, effective
immediately. Mr. LaVerne has served as the Company's Co-President and Chief
Operating Officer since June 27, 2022 and will continue to serve as Chief
Operating Officer, but will no longer serve as Co-President. From March 2020
until June 27, 2022, Mr. LaVerne served as the Company's Chief Financial
Officer. Mr. LaVerne's biographical information is in the Company's definitive
proxy statement on Schedule 14A filed with the Securities and Exchange
Commission (the "SEC") on July 25, 2022 (the "2022 Proxy Statement"). Mr.
LaVerne was not appointed as the Company's Interim Chief Executive Officer
pursuant to any arrangement or understanding with any other person, and Mr.
LaVerne has no family relationships with any current director, director nominee,
or executive officer of the Company.
As a result of the changes in Mr. Laverne's roles with the Company, Mary Louise
Osborne will serve as the Company's President. Ms. Osborne served as the
Company's Co-President and Chief Customer Officer since June 27, 2022 and August
2021, respectively, and will continue to serve as the Company's Chief Customer
Officer. Ms. Osborne's biographical information is contained in the 2022 Proxy
Statement.
Item 8.01 Other Events.
On March 1, 2023, the U.S. Department of Justice (the "DOJ") announced charges
and the SEC filed a civil complaint against Mr. Peizer alleging unlawful insider
trading in the Company's stock. Neither the Company nor any other current or
former director or employee of the Company were charged by the DOJ or sued by
the SEC.
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